These terms and conditions describe how Synrise Labs BV, as a company, deals with communication, collaborations and its trade in products and/or services. By using this website, communicating with us and entering into a cooperation or contract, you agree to these proposed conditions. The latest version is published on June 5, 2019.
Article 1. Application of general terms and conditions
1.1 These general terms and conditions apply to all offers from and to all agreements with Synrise Labs BV, even if there are conflicting provisions stated on the customer's documents. By placing an order, the customer accepts the general terms and conditions of Synrise Labs BV.
Article 2. Offers and quotations - order confirmation
2.1. All offers and quotations from Synrise Labs BV are without obligation until the moment of acceptance by the customer. The agreement is concluded when the customer signs the offer unaltered within eight days for approval and returns it to Synrise Labs. Every order or order confirmation by the customer connects the customer to the agreement. The agreement replaces all earlier oral and / or written agreements. The execution of the order starts from receipt of the advance.
2.2. All changes in scope/functionalities during and/or after the trajectory will be implemented at the hourly rate applicable at that time, unless agreed otherwise.
2.3. Travel and travel costs can always be borne by the customer, unless explicitly agreed otherwise.
Article 3. Cancellation of the order
3.1. The cancellation of an order by the customer is possible as long as Synrise Labs BV has not yet commenced its work and subject to payment of a compensation of 30% of the agreed price, with a minimum of 5000 EUR.
Article 4. Delivery
4.1. The date of delivery is only given as an indication and does not bind Synrise Labs BV. Delay in delivery does not entitle the customer to compensation or a reduction in price, nor to termination of the agreement.
4.2. If the parties have explicitly agreed a binding delivery period, this period will be extended if the customer fails to send information, documents, originals or images (on time) and accept the improved tests (on time), or if the customer has additional orders places.
Article 5. Risk
5.1. All goods that belong to the customer and are located at Synrise Labs BV are stored there at the risk of the customer.
Article 6. Payment modalities
6.1. Unless otherwise agreed, the invoices of Synrise Labs BV are payable in cash. Disputes must be notified to Synrise Labs BV by registered letter within seven working days after the invoice has been sent. Under no circumstances can a dispute justify a deferment or suspension of payment.
6.2. All invoices are payable on their due date by transfer to the account number of Synrise Labs BV. Each payment is charged on the oldest due invoice, and first on the interest and costs due. Allowable discounts expire if the general terms and conditions are not respected.
6.3. If the customer does not proceed to payment within 8 days after receiving a reminder by Synrise Labs BV, the customer owes Synrise Labs BV a default interest at the interest rate determined in article 5 of the Law of 02/08/2002 for Fighting the Payment Arrears in Trade Transactions. A fixed compensation of 10% of the invoice amount with a minimum of EUR 1000 is also charged. The interest due is calculated from the date of reminder until full payment. Moreover, Synrise Labs BV reserves the right to suspend the further execution of its obligations until the customer has paid the due invoices. Any delay in payment by the customer makes all sums owed payable in one lump sum. In that case, the customer may not use the creations made by Synrise Labs BV.
6.4 Delivery of work performed can only be done after payment of 90% of the invoices. The transfer of the source code and the intellectual property rights associated with the visual design of the project can only take place after the customer has paid the full sum of the contract.
6.5 Web projects that have been put on hold by the customer do not give rise to a suspension of payment. For projects that are paused for longer than 6 weeks, a restart fee is charged pro rata to the time required to restart the project. Online marketing processes cannot be suspended for planning reasons.
6.6. Synrise Labs BV is entitled to terminate the agreement with immediate effect and / or to block access to the Services (eg website) in whole or in part and whether or not temporarily, if the customer wholly or partially derives one or more of his obligations arising from this Agreement. partially fails to meet (such as non-payment of the invoice) without the Client being entitled to claim reimbursement of prepaid fees or any compensation. Synrise Labs BV will in any case inform the customer of this. Furthermore, Synrise Labs BV is entitled to terminate the agreement without further notice and by operation of law with immediate effect in the event that the Customer has been declared bankrupt, the Customer has requested or accepted a legal agreement, or more generally the Customer on strike of payment is wrong.
Article 7. Liability - General
7.1. Synrise Labs BV undertakes to perform all services to be provided with care. All Synrise Labs BV services are means commitments. Synrise Labs BV is not liable for errors in implementation due to insufficient or incorrect input by the customer. After developing a website, we provide for transparent transfer and installation. We also provide a warranty period of 6 weeks after test delivery, for processing technical bugs. The test delivery is considered as provisional acceptance by the customer. Without written notice to the contrary, this provisional acceptance becomes final after 6 weeks.
7.2. Synrise Labs BV cannot be held liable for any error (even a gross error) of her or her employees, except in the case of fraud. Synrise Labs BV, whatever the cause, form or object of the claim for which the liability is invoked, can under no circumstances be held liable for any consequential damage such as, for example, loss of expected profit, decrease in turnover, increased operating costs, loss of clientele that the client or third parties would suffer as a result of any error or negligence on the part of Synrise Labs BV or an appointed person.
7.3. The liability of Synrise Labs BV with regard to services provided to the customer is in any case limited to either the reimbursement of the price paid by the customer or the re-performance of the services, at the discretion of Synrise Labs BV. The total liability of Synrise Labs BV will never amount to more than the price paid by the customer to Synrise Labs BV for the services that gave rise to the claim.
7.4. With regard to services from third-party suppliers, Synrise Labs BV does not accept any liability on top of or other than the liability that the third-party suppliers are willing to accept for their products or services.
7.5. Synrise Labs BV cannot be held liable for the use of photos or fonts supplied and / or approved by the customer.
Article 8. Software liability
8.1. Without prejudice to Article 7, the following applies with regard to software: the flawless functioning of a computer configuration (the entirety of hardware and software) can never be fully guaranteed, both due to external factors (power failure or failure, lightning strike, etc.) and due to factors specific to the computer configuration (defects, network failures, undiscovered errors in system and application software, etc.), so that unexpected loss of (even all) programs and/or data can occur. The customer undertakes to install appropriate mechanisms for the protection, retention and repair of data.
Article 9. Intellectual property rights
9.1. Intellectual Property Rights means: all intellectual, industrial and other property rights (whether registered or not), including, but not limited to, copyrights, neighboring rights, brands, trade names, logos, drawings, models or applications for registration as a drawing or model, patents, patent applications, domain names, know-how, as well as rights to databases, computer programs and semiconductors
9.2. Both parties accept that the concept of a website (ie the structure of the screens of the website, main navigation) will in principle not be protected by Intellectual Property Rights. The Client can therefore find a similar structure at other sites developed by Synrise Labs BV.
9.3. The Intellectual Property Rights associated with the visual design of the website created by Synrise Labs BV are transferred to the customer, after payment (art. 6.4). This transfer applies to the fullest extent, for all operating methods and forms, for the entire duration of the relevant right and for the entire world. In addition, the customer receives a non-exclusive user license on all codes used for the website. This user license applies for the duration of copyright protection of the code and for the entire world. However, if the website contains photos or drawings that were not supplied by the customer, but were collected by Synrise Labs BV from a website that makes photos and illustrations available online, whether or not for a fee, the customer's license to use these photos is and obtain drawings, depending on the conditions determined on the website of this online library. As a rule, this user license will not be exclusive. Synrise Labs BV does not provide any guarantee with regard to these photos and illustrations.
9.4. The Intellectual Property Rights attached to the CMS (i.e. the necessary software for managing the content of the website) belong exclusively to Synrise Labs BV or a third party with whom Synrise Labs BV has concluded an agreement in this regard. Provided payment of an annual license fee, determined in the offer from Synrise Labs BV, and subject to the condition precedent of full payment of this fee, the client receives a non-exclusive, non-transferable user license for this software. The customer is prohibited from granting sublicenses to third parties, or making the software available to third parties in any way, communicating, using it for third parties or commercializing it.
9.5. The customer will at all times respect the Intellectual Property Rights of Synrise Labs BV and make reasonable efforts to protect those rights. The customer will immediately notify Synrise Labs BV of any infringement by Synrise Labs BV of the Intellectual Property Rights of third parties of which he is aware.
Article 10. Hosting services
10.1. Synrise Labs BV works with a specialized hosting partner for hosting. A description of the hosting services and the liability of this partner is included in the Service Level Agreement (SLA) of this hosting partner. This SLA can be adjusted or changed by the hosting partner. At the customer's first request, Synrise Labs BV will provide the customer with a copy of the current version of the SLA.
10.2. The hosting services are provided by Synrise Labs BV to the customer per calendar year, provided that the customer pays the compensation due. The current price list can be requested on the website of Synrise Labs BV and is adjusted annually. If the customer wishes to cancel this service, he must do so by transferring his cancellation to Synrise Labs BV by registered letter by 1 December at the latest. In the event of late cancellation, the customer will owe the compensation for the following calendar year.
Article 11. Domain name
11.1. If the customer orders a domain name through Synrise Labs BV, the rights attached to this domain name belong exclusively to the customer. Synrise Labs BV is responsible as agent for the management of the domain name insofar as the customer pays the annual fee due to Synrise Labs BV for this. This management agreement is of indefinite duration and can be canceled by registered letter at the latest one month before the anniversary of the domain name registration. If the customer fails to pay Synrise Labs will suspend the account until payment is fullfilled.
Article 12. Maintenance contract
12.1 After the contractual warranty period of 6 weeks, we continue to work under a maintenance contract / service contract. Such a maintenance contract allows us to reserve a fixed number of hours in the planning to provide changes and support at a fixed cost. The contract is valid for 1 year unless otherwise agreed.
Article 13. Termination of the agreement
13.1. If the customer is guilty of a serious contractual breach of contract that the customer does not repair within 8 days of receipt of a notice of default sent by post, Synrise Labs BV has the right to either (i) suspend the agreement until the customer has fulfilled his obligations or (ii) terminate the agreement with immediate effect. The non-payment of one or more invoices on their due date will always be considered as a serious contractual breach.
13.2. Upon termination of the agreement, the customer will pay all services provided by Synrise Labs BV, as well as the costs that Synrise Labs BV must incur as a result of this termination, plus a lump sum compensation of 30% of the amount that Synrise Labs BV could still have Invoice to the customer if the agreement were fully implemented. The paid advance, if any, remains acquired for Synrise Labs BV. In addition, Synrise Labs BV retains the right to claim higher compensation if it proves that its actual damage is greater than the fixed damage as determined above.
13.3. Nevertheless, each party agrees to grant the other party a reasonable period of time to remedy its possible shortcomings, and to always first look for an amicable settlement.
Article 14. Recruitment
14.1 From the commencement date of the collaboration until 24 months after its termination, the customer undertakes not to hire any staff from Synrise Labs BV directly or indirectly, or to engage them on any other basis, either full-time or part-time. renting or attempting to do so. The term "personnel" means all permanent and freelance employees of Synrise Labs BV.
14.2 If the customer violates this article, the customer is obliged to pay compensation equal to the gross annual salary of the person concerned.
Article 15. Confidentiality
15.1. Parties undertake to keep the commercial and technical information and trade secrets they learn from the other party secret, even after the termination of the agreement, and to use it only for the implementation of the agreement.
Article 16. Processing of personal data
16.1. Insofar as the customer processes personal data on the server of Synrise Labs BV, Synrise Labs BV has the capacity of processor. The customer has the capacity of responsible for the processing of personal data within the meaning of the Personal Data Processing Act. The customer declares to fully comply with the obligations incumbent on the controller included in this law.
16.2. In the context of the services for the customer, Synrise Labs BV processes personal data of the contact persons specified by the customer. The contact details of these persons are processed for the purpose of "customer management", i.e. to come into contact with the customer with regard to the services. The contact persons have a right of access and improvement with regard to their data.
Article 17. Reference
17.1. The customer agrees that the work performed by Synrise Labs BV for the customer will be included in Synrise Labs BV's reference portfolio.
Article 18. Force majeure
18.1. Force majeure situations such as strikes, public unrest, administrative measures and other unexpected events over which Synrise Labs BV has no control, release Synrise Labs BV from its obligations for the duration of the nuisance and for their scope, without being entitled to any price reduction or compensation for damages. the customer.
Article 19. Invalidity
19.1. If any provision of these general terms and conditions is invalid, the remaining provisions will remain in full force and Synrise Labs BV and the customer will replace the invalid provision by another provision that approximates the purpose and scope of the invalid provision as much as possible.
Article 20. Applicable law - competent court
20.1. Belgian law applies to the agreements of Synrise Labs BV. Any dispute regarding the conclusion, validity, implementation and / or termination of this agreement will be settled by the competent court in Ghent, Ghent Department.
Article 21. The creation of distinguishing marks
21.1. We certainly have the expertise to develop a word or logo or a complex word logo for you.
21.2. We would like to point out that Synrise Labs BV cannot vouch for an investigation into the availability of a sign. We recommend that you contact a specialized trademark agency to determine whether certain characters have not previously been used or registered as a trademark by third parties.
21.3. You should discuss the distinctive character of your distinguishing mark with the same specialized trademark office, as such evaluation requires specialized legal knowledge.
21.4. We would be happy to discuss further with you how we can approach the creation of your logo and how we can work with the specialized agency.
21.5 The purchase of fonts, stock photos and other graphic material is done in consultation with the customer and is charged to the customer. This can be about an annual or a one-off cost.